EXHIBIT 99.2
 IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
 )In re:
    
    
    )
    
    
    Chapter 11)NEBRASKA BOOK COMPANY, INC., et al.,1
    
    
    )
    
    
    Case No. 11-12005 (PJW))Debtors.
    
    
    )
    
    
    Jointly Administered)
 DISCLOSURE STATEMENT RELATING TO
THE JOINT PLAN OF REORGANIZATION
OF NEBRASKA BOOK COMPANY, INC., ET AL. ,
PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE
 Marc Kieselstein, P.C. (admitted pro hac vice)
    
    Laura Davis Jones (DE Bar No. 2436)Chad J. Husnick (admitted pro hac vice)
    
    James E. ONeill (DE Bar No. 4042)Daniel R. Hodgman (admitted pro hac vice)
    
    Peter J. Keane (DE Bar No. 5503)KIRKLAND & ELLIS LLP
    
    PACHULSKI STANG ZIEHL & JONES LLP601 Lexington Avenue
    
    919 North Market Street, 17th FloorNew York, New York 10022-4611
    
    Wilmington, Delaware 19899-8705Telephone: (212) 446-4800
    
    Telephone: (302) 652-4100Facsimile: (212) 446-4900
    
    Facsimile: (302) 652-4400Proposed Counsel to the Debtors and
Debtors in Possession
   
 1
    
    The debtors in the Chapter 11 Case, along with the last four
digits of each debtors federal tax identification number include: Nebraska
Book Company, Inc. (9819); Campus Authentic LLC (9156); College Bookstores of
America, Inc. (9518); NBC Acquisition Corp. (3347); NBC Holdings Corp. (7477);
NBC Textbooks LLC (1425); Net Textstore LLC (6469); and Specialty Books, Inc.
(4807). The location of the debtors service address is: 4700 South 19th
Street, Lincoln, Nebraska 68512.




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TABLE OF CONTENTS
 I. Questions and Answers Regarding this Disclosure Statement and the Plan
    
    
    3II. The Debtors History and the Chapter 11 Cases
    
    
    8III. Events Leading to the Chapter 11 Cases
    
    
    13IV. The Debtors Initial Motions in the Chapter 11 Cases and Certain Related Relief
    
    
    16V. Treatment of Claims and Interests Under the Plan
    
    
    18VI. Management of the Company
    
    
    25VII. Composition of New Board of Directors
    
    
    25VIII. Capital Structure of the Reorganized Debtors upon Consummation
    
    
    26IX. Summary of Legal Proceedings
    
    
    29X. Valuation Analysis
    
    
    29XI. Liquidation Analysis
    
    
    33XII. Projected Financial Information
    
    
    41XIII. Risk Factors
    
    
    45XIV. Confirmation of the Plan
    
    
    54XV. Effect of Confirmation of the Plan
    
    
    57XVI. Important Securities Laws Disclosure
    
    
    61XVII. Nominee Voting Instructions
    
    
    62XVIII. Certain U.S. Federal Income Tax Consequences of the Plan
    
    
    64XIX. Recommendation of the Debtors
    
    
    73
  i




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EXHIBITS
 EXHIBIT A
    
    Plan of ReorganizationEXHIBIT B
    
    Reorganized Debtors Financial Projections
  ii




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Important Information About this Disclosure Statement
 Disclosure Statement Joint Plan of Reorganization of Nebraska Book Company, Inc., Et Al., Pursuant to Chapter 11 of
the Bankruptcy Code Plan Debtors Exhibit A
   The Bankruptcy Courts approval of this Disclosure Statement does not constitute a guarantee
of the accuracy or completeness of the information contained herein or an endorsement of the merits
of the Plan by the Bankruptcy Court.
    SEC
   1




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New Common
Equity Securities Act
  
    
    any future effects as a result of the pendency of the Chapter 11 Cases;
    
    growth opportunities for existing service;
    
    projected general market conditions;
    
    disruption of operations;
    
    projected cost reductions;
    
    contractual obligations;
    
    budgets;
    
    plans and objectives of management for future operations;
    
    financing plans;
    
    business strategy;
    
    potential asset sales;
    
    competitive position; and
    
    the Debtors expected future financial position, liquidity, results of operations, profitability, and cash flows.
  
    
    lower prices for the Debtors goods or a decline in the Debtors market share due to competition or price pressure by customers;
    
    the Debtors ability to confirm and consummate the Plan;
    
    inability to have claims discharged or settled during the Chapter 11 Cases;
    
    changes in laws and regulations;
    
    interest rate fluctuations;
    
    customer response to the Chapter 11 Cases;
    
    limited access to capital resources;
    
    cost of raw materials;
  2




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
    
    continued decline in the general economic, business, and market conditions where the Debtors operate;
    
    the Debtors ability to reduce their overall financial leverage;
    
    financial conditions of the Debtors customers;
    
    labor costs;
    
    adverse tax changes;
    
    commodity prices, including cost of producing textbooks and general merchandise;
    
    seasonality; and
    
    the Debtors ability to implement cost reduction initiatives in a timely and effective manner.
 I. Questions and Answers Regarding this Disclosure Statement and the Plan
 Why are the Debtors sending me this Disclosure Statement?
   3




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Am I entitled to vote to accept or reject the Plan? What will I receive from the Debtors if the
Plan is consummated?
  AnticipatedClass
    
    Claims and Interests
    
    Status
    
    Recovery %
    
    Voting RightsClass 1
    
    ABL Facility Claims
    
    Unimpaired
    
    100%
    
    Not Entitled to Vote (Deemed to Accept)Class 2
    
    Senior Secured Notes Claims
    
    Unimpaired
    
    100%
    
    Not Entitled to Vote (Deemed to Accept)Class 3
    
    Other Secured Claims
    
    Unimpaired
    
    100%
    
    Not Entitled to Vote (Deemed to Accept)Class 4
    
    Other Priority Claims
    
    Unimpaired
    
    100%
    
    Not Entitled to Vote (Deemed to Accept)Class 5
    
    8.625% Notes Claims
    
    Impaired
    
    85%
    
    Entitled to VoteClass 6
    
    AcqCo Notes Claims
    
    Impaired
    
    5%
    
    Entitled to VoteClass 7
    
    General Unsecured Claims
    
    Unimpaired
    
    100%
    
    Not Entitled to Vote (Deemed to Accept)Class 8
    
    Intercompany Claims
    
    Unimpaired
    
    N/A
    
    Not Entitled to Vote (Deemed to Accept)Class 9
    
    Intercompany Interests
    
    Unimpaired
    
    N/A
    
    Not Entitled to Vote (Deemed to Accept)Class 10
    
    HoldCo Interests
    
    Impaired
    
    N/A2
    
    Entitled to Vote.Class 11
    
    Subordinated Securities Claims
    
    Impaired
    
    N/A
    
    Not Entitled to Vote (Deemed to Reject)
  
 2
    
    If the Holders of HoldCo Interests do not object to the Plan and
vote to accept the Plan, each Holder of an Interest in Class 10 shall receive
its Pro Rata share of the New Warrants, which provide warrants to purchase up
to 5% of the New Common Equity (subject to dilution by the Management Equity
Incentive Plan) struck at a price that implies a total enterprise value of $500
million.  4




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If the Plan provides that I get a distribution, when do I get it, and what do you mean when you
refer to Confirmation, Effective Date, and Consummation?
  How will the Reorganized Debtors fund distributions under the Plan?
  How is the Plan going to be implemented?
  What are the contents of the solicitation packages to be sent to Holders of Claims and Interests
who are eligible to vote to accept or reject the Plan?
  
    
    the appropriate ballot (each, a Ballot), beneficial holder ballot (each, a
Beneficial Holder Ballot,) or master ballot (each a Master Ballot)
(where any broker, dealer, commercial bank, trust company, savings and loan financial
institution, or other party (a Nominee) is entitled to cast a vote to accept
or reject the Plan on behalf of an Entity holding the beneficial interest in such
Claim, as applicable) and applicable voting instructions;
 
    
    a pre-addressed, postage pre-paid return envelope; and
 
    
    this Disclosure Statement with all exhibits, including the Plan.
  Will the Debtors file reports with the SEC?
   5




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What rights will the Debtors new stockholders have?
    How will the New Common Equity be distributed? Will holders be entitled to stock certificates?
 DTC
  What is the deadline to vote on the Plan?
  How do I vote to accept or reject the Plan?
    6




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BALLOTS
 
 
 
 provided however
    When is the Confirmation Hearing expected to occur?
   7




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II. The Debtors History and the Chapter 11 Cases
 A.
    
    Historical Overview.
 NBC
 Specialty Books Textbook Division CBA
 Weston Presidio AcqCo
  8




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B.
    
    The Debtors Business Operations.
  Bookstore Division Textbook Division Complementary
Services Division
 The Bookstore Division.
    9




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The Textbook Division. First Second Third
 The Complementary Services Division
 Turnkey
Software
   10




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C.
    
    The Debtors Prepetition Organizational Structure.
  
 D.
    
    The Debtors Prepetition Capital Structure.
  (i) Secured Indebtedness.
 (a) ABL Facility.
 ABL Agent ABL Lenders ABL Facility
  11




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(b) Senior Secured Notes.
 Senior Secured Notes Indenture Senior Secured Notes Senior Secured Noteholders Prepetition Secured Lenders
 (c) Intercreditor Agreement.
 Intercreditor Agreement
  12




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(d) Other Liens.
 Permitted Encumbrances
 (ii) Unsecured Indebtedness.
 (a) 8.625% Notes.
 8.625% Indenture 8.625% Notes
 (b) AcqCo Notes.
 Certification of Counsel Regarding Stipulation By and Among NBC Acquisition Corp., The Bank of New
York Mellon Trust Co., N.A., and U.S. Bank National Association Authorizing the Substitution of
Indenture Trustee AcqCo Notes
Indenture AcqCo Notes
 III. Events Leading to the Chapter 11 Cases
  A.
    
    Changing Market, Operational Initiatives, and Debt Maturity.
   13




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14




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B.
    
    Prepetition Negotiations.
  Rothschild Kirkland
  C.
    
    The Debtors Negotiate a Prearranged Chapter 11 Plan.
 Plan Support Parties RSA
   15




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D.
    
    The Debtors Commence the Chapter 11 Cases.
  IV. The Debtors Initial Motions in the Chapter 11 Cases and Certain Related Relief
  A.
    
    Motion for Authority to Use DIP Financing.
 Motion of the Debtors for Entry of Interim and Final Orders (A)
Authorizing the Debtors to Obtain Postpetition Financing and Letters of Credit, (B) Authorizing the
Debtors to Use Cash Collateral, (C) Granting Adequate Protection to Prepetition Secured Lenders and
Approving the Adequate Protection Stipulation, and (D) Scheduling a Final Order DIP Consolidated Motion DIP Facility
 Interim DIP Order
 B.
    
    Motion to Pay Employee Wages and Associated Compensation.
 Motion of the Debtors for Entry of An Order Authorizing the Payment of
Prepetition (A) Wages, Salaries, and Other Compensation, (B) Reimbursable Employee Expenses, And
(C) Employee Medical And Similar Benefits Wages Motion Non-Insider Employee Retention
Program Critical Employees
  16




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C.
    
    Motion to Pay Taxes and Fees.
 Motion of the Debtors for the Entry of An Order Authorizing The Debtors to
Pay Certain Prepetition Taxes and Fees and Granting Related Relief
 D.
    
    Motion to Prohibit Utilities from Terminating Service.
 Motion of the Debtors for Entry of Interim and Final Orders Determining
Adequate Assurance of Payment for Future Utility Services
 E.
    
    Motion to Honor Customer Programs.
 Motion of the Debtors for Entry of An Order Authorizing the Debtors to
Maintain and Administer Customer Programs and Honor Prepetition Obligations Related Thereto
 F.
    
    Motion to Pay Shippers, Warehousemen, and Materialmen.
 Motion of the Debtors for Entry of an Order (A) Authorizing the Debtors to
Grant Administrative Expense Priority to All Undisputed Obligations for Goods Ordered Prepetition
and Delivered Postpetition and Satisfy Such Obligations in the Ordinary Course of Business and (B)
Authorizing, But Not Directing, the Debtors to Pay Prepetition Claims of Shippers, Warehousemen,
and Materialmen
 G.
    
    Motion to Pay Critical Vendors.
 Motion of the Debtors for Entry of Interim and Final Orders Authorizing
Payment of (A) Prepetition Critical Vendors Claims and (B) Section 503(b)(9) Claims
  17




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H.
    
    Other Related Relief.
  V. Treatment of Claims and Interests Under the Plan.
 A.
    
    Substantive Consolidation.
    B.
    
    Asserted and Scheduled Claims.
   18




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C.
    
    Administrative Claims.
   D.
    
    Professional Compensation.
 (i) Final Fee Applications
  (ii) Payment of Interim Amounts
  (iii) Post-Effective Date Fees and Expenses
   19




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E. DIP Claims
  F. Priority Tax Claims
  G. Treatment of Classified Claims and Interests
 (i) Class 1  ABL Facility Claims.
 
    
    Classification: Class 1 consists of all ABL Facility Claims.
 
    
    Allowance:The ABL Facility Claims are Allowed in an aggregate principal amount
of not less than $26,300,000 in loans made and $3,733,597 in letters of credit. To
the best of the Debtors knowledge, there are no outstanding ABL Facility Claims as
of the date of filing this Disclosure Statement.
 
    
    Treatment: Except to the extent that a Holder of an Allowed Claim in Class 1
agrees to a less favorable treatment, in full and final satisfaction, settlement,
release, and discharge of and in exchange for each Allowed Claim in Class 1, each
such Holder shall be paid in full in Cash.
 
    
    Voting: Class 1 is Unimpaired under the Plan. Holders of Claims in Class 1 are
conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or
reject the Plan.
 (ii) Class 2  Senior Secured Notes Claims.
 
    
    Classification: Class 2 consists of all Senior Secured Notes Claims.
 
    
    Allowance:The Senior Secured Notes Claims are Allowed in an aggregate amount
equal to approximately $200 million.
 
    
    Treatment: Except to the extent that a Holder of an Allowed Claim in Class 2
agrees to a less favorable treatment, in full and final satisfaction, settlement,
release, and discharge of and in exchange for each Allowed Claim in Class 2, each
such Holder shall be paid in full in Cash.
 
    
    Voting: Class 2 is Unimpaired under the Plan. Holders of Claims in Class 2 are
conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or
reject the Plan.
  20




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(iii) Class 3  Other Secured Claims.
 
    
    Classification: Class 3 consists of all Other Secured Claims.
 
    
    Treatment: On the Effective Date, except to the extent that a Holder of an
Allowed Claim in Class 3 agrees to a less favorable treatment of its Allowed Claim,
in full and final satisfaction, settlement, release, and discharge of and in
exchange for each Allowed Claim in Class 3, each such Holder shall receive, at the
option of the Debtors, subject to the consent of the Ad Hoc 8.625% Noteholders and
JPMorgan Noteholders, such consent not to be unreasonably withheld, either:
 (1)
    
    payment in full in cash;(2)
    
    delivery of collateral securing any such Claim and
payment of any interest required under section 506(b) of the Bankruptcy
Code;(3)
    
    reinstatement of such Other Secured Claims; or(4)
    
    other treatment rendering such Claim Unimpaired.
 
    
    Voting:Class 3 is Unimpaired under the Plan. Holders of Claims in Class 3 are
conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or
reject the Plan.
 (iv) Class 4  Other Priority Claims
 
    
    Classification: Class 4 consists of all Other Priority Claims.
 
    
    Treatment: On the Effective Date, except to the extent that a Holder of an
Allowed Claim in Class 4 agrees to a less favorable treatment of its Allowed Claim,
in full and final satisfaction, settlement, release, and discharge of and in
exchange for each Allowed Claim in Class 4, each such Holder shall receive, at the
option of the Debtors, subject to the consent of the Ad Hoc 8.625% Noteholders and
the JPMorgan Noteholders, such consents not to be unreasonably withheld, either:
 (1)
    
    payment in full in cash; or(2)
    
    other treatment rendering such Claim Unimpaired.
 
    
    Voting: Class 4 is Unimpaired under the Plan. Holders of Claims in Class 4 are
conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or
reject the Plan.
  21




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(v) Class 5  8.625% Notes Claims.
 
    
    Classification:Class 5 consists of all 8.625% Notes Claims.
 
    
    Allowance:The 8.625% Notes Claims shall be allowed in an aggregate amount equal
to approximately $179,234,636.42.
 
    
    Treatment:On the Effective Date, except to the extent that a Holder of an
Allowed Claim in Class 5 agrees to a less favorable treatment of its Allowed Claim,
in full and final satisfaction, settlement, release, and discharge of and in
exchange for each Allowed Claim in Class 5, each such Holder shall receive its Pro
Rata share of:
 (1)
    
    the Cash Payment;(2)
    
    the New Senior Unsecured Notes; and(3)
    
    78% of the New Common Equity.
 
    
    Voting:Class 5 is Impaired under the Plan. Holders of Allowed Claims in Class
5 are entitled to vote to accept or reject the Plan.
 (vi) Class 6  AcqCo Notes Claims.
 
    
    Classification:Class 6 consists of all AcqCo Notes Claims.
 
    
    Allowance:The AcqCo Notes Claims shall be allowed in an aggregate amount equal
to approximately $77 million plus interest and fees accrued prior to the Petition
Date.
 
    
    Treatment:On the Effective Date, except to the extent that a Holder of an
Allowed Claim in Class 6 agrees to a less favorable treatment of its Allowed Claim,
in full and final satisfaction, settlement, release, and discharge of and in
exchange for each Allowed Claim in Class 6, each such Holder shall receive its Pro
Rata share of 22% of the New Common Equity.
 
    
    Voting:Class 6 is Impaired under the Plan. Holders of Allowed Claims in Class
6 are entitled to vote to accept or reject the Plan.
 (vii) Class 7  General Unsecured Claims.
 
    
    Classification: Class 7 consists of all General Unsecured Claims.
 
    
    Treatment: On the Effective Date, except to the extent that a Holder of an
Allowed Claim in Class 7 agrees to a less favorable treatment of its, Allowed Claim
or has been paid prior to the Effective Date, each such Allowed Claim shall be
reinstated and rendered Unimpaired in accordance with section 1124 of the
Bankruptcy Code or each Holder of an Allowed Claim in Class 7 shall be paid in
full in Cash on the Distribution Date or soon thereafter. The Debtors reserve
their rights, however to dispute the validity of any Claim in Class 7, whether or
not objected to prior to the Effective Date.
 
    
    Voting: Class 7 is Unimpaired under the Plan. Holders of Claims in Class 7 are
conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or
reject the Plan.
  22




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(viii) Class 8  Intercompany Claims.
 
    
    Classification: Class 8 consists of all Intercompany Claims.
 
    
    Treatment: Intercompany Claims may be Reinstated as of the Effective Date or,
at the Debtors or the Reorganized Debtors option, subject to the consent of the
Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, such consent not to be
unreasonably withheld, be cancelled, and no distribution shall be made on account
of such Claims.
 
    
    Voting: Class 8 is Unimpaired under the Plan. Holders of Claims in Class 8 are
conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or
reject the Plan.
 (ix) Class 9  Intercompany Interests.
 
    
    Classification:Class 9 consists of all Intercompany Interests.
 
    
    Treatment: Intercompany Interests may be Reinstated as of the Effective Date
or, at the Debtors or the Reorganized Debtors option, subject to the consent of
the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, such consent not to be
unreasonably withheld, be cancelled, and no distribution shall be made on account
of such Interests.
 
    
    Voting: Class 9 is Unimpaired under the Plan. Holders of Interests in Class 9
are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of
the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or
reject the Plan.
 (x) Class 10  HoldCo Interests.
 
    
    Classification:Class 10 consists of all HoldCo Interests.
 
    
    Treatment: On the Effective Date, all Interests in Class 10 shall be cancelled
without any distribution or recovery on account of such Interest, provided,
however, that if Weston Presidio and each of its affiliates which are Holders of
Holdco Interests either: (a) executes a joinder to the Plan Support Agreement
which binds at least 90% in amount of the HoldCo Interests to support the
Restructuring Transactions, or (b) does not object to
the Plan and votes to accept the Plan, each Holder of an Interest in Class 10 shall
receive its Pro Rata share of the New Warrants.
 
    
    Voting:Class 10 is Impaired under the Plan. Holders of Interests in Class 10
are entitled to vote to accept or reject the Plan.
  23




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(xi) Class 11  Subordinated Securities Claims.
 
    
    Classification:Class 11 consists of all Subordinated Securities Claims.
 
    
    Treatment:On the Effective Date, all Claims in Class 11 shall be cancelled
without any distribution.
 
    
    Voting:Class 11 is Impaired under the Plan. Holders of Claims in Class 11 are
conclusively presumed to have rejected the Plan pursuant to section 1126(g) of the
Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or
reject the Plan.
 H.
    
    Special Provision Governing Unimpaired Claims.
  I.
    
    Acceptance or Rejection of the Plan.
 (i) Voting Classes.
  (ii) Presumed Acceptance of the Plan
  (iii) Presumed Rejection of Plan
  J.
    
    Controversy Concerning Impairment.
  K.
    
    Subordinated Claims.
   24




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VI. Management of the Company
     VII. Composition of New Board of Directors
    25




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VIII. Capital Structure of the Reorganized Debtors upon Consummation
 A.
    
    New ABL Facility.
 provided, however
 B.
    
    New Senior Secured Notes.
 provided, however provided, further
 C.
    
    New Senior Unsecured Notes.
  D.
    
    Issuance of New Common Equity.
   26




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E.
    
    Issuance of New Warrants.
  F.
    
    Intercompany Account Settlement.
  G.
    
    Cancellation of Existing Securities and Agreements.
 provided however provided further however provided
further however
  27




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H.
    
    Management Equity Incentive Program.
 RSUs Emergence Options Emergence
Award Remaining
Options Incentive Award
 I.
    
    Employee and Retiree Benefits.
   28




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Summary of Legal Proceedings 3
   Avoidance Actions
 i.e.
 IX. Valuation Analysis
  Rothschild Valuation Analysis
  
 3
    
    This summary is not intended as an exhaustive description of all
pending legal matters or proceedings in which the Debtors are involved.
Certain legal proceedings may be subject to appeal in or outside the Bankruptcy
Court. Nothing in this discussion is deemed to be an admission by the Debtors
of any liability or wrongdoing.  29




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Exhibit B Financial Projections
  
    
    the Reorganized Debtors are able to maintain adequate liquidity to operate in
accordance with the Financial Projections;
 
    
    the Reorganized Debtors operate consistently with the levels specified in the
Financial Projections;
 
    
    the Plan will become effective on September 30, 2011 (the Assumed Effective
Date);
 
    
    future values were discounted to September 30, 2011;
 
    
    the Debtors shall have availability of an undrawn revolving facility up to $75.0
million as of the Effective Date;
 
    
    general financial and market conditions as of the Assumed Effective Date will not
differ materially from those conditions prevailing as of the date of the Valuation
Analysis of July 13, 2011 (the Valuation Date);
 
    
    Rothschild has not considered the impact of a prolonged bankruptcy case and has
assumed operations will continue in the ordinary course consistent with the Financial
Projections; and
 
    
    Rothschild did not provide a valuation or other potential outcomes under alternative
scenarios such as a prolonged bankruptcy case or a partial or full break-up and sale of
the Debtors business.
 A.
    
    Valuation Methodologies.
   30




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(i) Discounted Cash Flow Analysis.
 DCF
 Projection Period
 Discount Rate CAPM
 (ii) Comparable Companies Analysis .
 Comparable Companies Analysis
 (iii) Precedent Transactions Analysis .
 Precedent Transactions Analysis
 Target
    
    AcquirorBarnes & Noble College Booksellers, Inc.
    
    Barnes & Noble, Inc.
  31




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(iv) Distributable Equity Value of Reorganized NBC Under the Plan .
 Distributable Equity Value
   (In Millions)
    
    AmountTotal Enterprise Value
    
    $
    390.0Less: New ABL Facility
    
    
    Less: Capital Leases
    
    
    (2.5
    )Less: New Senior Secured Notes
    
    
    (250.0
    )Less: New Senior Unsecured Notes
    
    
    (110.0
    )Implied Equity Value
    
    $
    27.5
  32




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X. Liquidation Analysis
   33




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##### 



Liquidation Analysis As reflected in more detail in the Liquidation Analysis, the Debtors believe that the value of
any distributions if the Chapter 11 Cases were converted to cases under chapter 7 of the Bankruptcy
Code would not be greater than the value of distributions under the Plan
       34




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##### 



A.
    
    Scope, Intent, and Purpose of the Liquidation Analysis.
 NEITHER THE DEBTORS NOR THEIR ADVISORS MAKE ANY REPRESENTATION OR WARRANTY
THAT THE ACTUAL RESULTS WOULD OR WOULD NOT APPROXIMATE THE ESTIMATES AND ASSUMPTIONS REPRESENTED IN
THE LIQUIDATION ANALYSIS. ACTUAL RESULTS COULD VARY MATERIALLY
 NOTHING CONTAINED IN
THE LIQUIDATION ANALYSIS IS INTENDED TO BE OR CONSTITUTES A CONCESSION OR ADMISSION OF THE DEBTORS.
THE ACTUAL AMOUNT OF ALLOWED CLAIMS IN THE CHAPTER 11 CASES
COULD MATERIALLY DIFFER FROM THE ESTIMATED AMOUNTS SET FORTH IN THE LIQUIDATION ANALYSIS
  35




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B.
    
    Results of the Liquidation Analysis.
      36




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##### 



Estimated Recovery and Distribution to Claimants
 Book
    
    
    Estimated Recovery %
    
    
    Estimated Recovery($ in 000s)
    
    Notes
    
    Value
    
    
    Low
    
    
    High
    
    
    Low
    
    
    HighLiquidation ProceedsCash & Cash Equivalents
    
    A
    
    $
    189,782
    
    
    
    100
    %
    
    
    100
    %
    
    $
    189,782
    
    
    $
    189,782Trade Receivables
    
    B
    
    
    70,511
    
    
    
    27
    %
    
    
    85
    %
    
    
    18,931
    
    
    
    59,934Inventory
    
    C
    
    
    124,042
    
    
    
    46
    %
    
    
    70
    %
    
    
    56,543
    
    
    
    86,829Prepaid Assets
    
    D
    
    
    8,541
    
    
    
    0
    %
    
    
    10
    %
    
    
    
    
    
    
    854Property Plant and Equipment
    
    E
    
    
    38,697
    
    
    
    15
    %
    
    
    30
    %
    
    
    5,805
    
    
    
    11,609Other Assets
    
    F
    
    
    3,475
    
    
    
    0
    %
    
    
    10
    %
    
    
    
    
    
    
    348Proceeds Available for Distribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    271,061
    
    
    
    349,356Costs of Liquidation and DistributionChapter 7 Trustee Fees
    
    G
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,438
    
    
    
    4,787Professional Fees
    
    H
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,812
    
    
    
    5,573Winddown & Liquidation Costs
    
    I
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,718
    
    
    
    1,406Letter of Credit Facilities
    
    J
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,734
    
    
    
    14,702
    
    
    
    11,766Adjusted Proceeds Available for Distribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    256,359
    
    
    
    337,590Chapter 11 Administrative ClaimsDIP Facility Claim
    
    K
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125,000
    
    
    
    125,000Liabilities incurred in Chapter 11 at the operating entities
    
    L
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,004
    
    
    
    100,004Employee Benefit Obligations
    
    M
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,627
    
    
    
    1,627Priority Tax Claims
    
    N
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85
    
    
    
    85226,716
    
    
    
    226,716Proceeds Available for Distribution to Pre-petition Creditors
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,642
    
    
    
    110,874Secured Debt Claims
    
    O
    
    $
    200,200
    
    
    
    15
    %
    
    
    55
    %
    
    
    29,642
    
    
    
    110,874Proceeds Available for Distribution to Pre-petition Unsecured Creditors
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unsecured Debt Claims
    
    P
    
    
    258,700
    
    
    
    0
    %
    
    
    0
    %
    
    
    
    
    
    
    Unsecured Claims sharing Pari Pasu with Lenders
    
    Q
    
    
    41,037
    
    
    
    0
    %
    
    
    0
    %
    
    
    
    
    
    
    HoldCo Interests
    
    R
    
    
    110,000
    
    
    
    0
    %
    
    
    0
    %
    
    
    
    
    
    
    $
    409,737
    
    
    
    0
    %
    
    
    0
    %
    
    $
    
    
    
    $
    
  37




---



##### 



C.
    
    Notes to Liquidation Analysis.
 (i) Note A  Cash and Cash Equivalents.
  ($ in 000s)Forecasted Cash Balance as of July 8, 2011
    
    $
    112,079Operating Cash Flow July 9 -Sept 30
    
    
    85,638Debt Service July 9 - Sept 30
    
    
    (7,934
    )$
    189,782
 (ii) Note B  Trade Receivables.
  Book
    
    
    Estimated Recovery %
    
    
    Estimated Recovery($ in 000s)
    
    Value
    
    
    Low
    
    
    High
    
    
    Low
    
    
    HighTrade ReceivablesWholesale
    
    $
    38,282
    
    
    
    49
    %
    
    
    85
    %
    
    $
    18,931
    
    
    $
    32,540Retail & Other
    
    
    32,229
    
    
    
    0
    %
    
    
    85
    %
    
    
    
    
    
    
    27,394Total
    
    $
    70,511
    
    
    
    27
    %
    
    
    85
    %
    
    $
    18,931
    
    
    $
    59,934
 (iii) Note C  Inventory.
  Book
    
    
    Estimated Recovery %
    
    
    Estimated Recovery($ in 000s)
    
    Value
    
    
    Low
    
    
    High
    
    
    Low
    
    
    HighInventoryWholesale
    
    $
    16,443
    
    
    
    20
    %
    
    
    70
    %
    
    $
    3,361
    
    
    $
    11,510Retail
    
    
    90,799
    
    
    
    59
    %
    
    
    70
    %
    
    
    53,182
    
    
    
    63,559Rental
    
    
    16,800
    
    
    
    0
    %
    
    
    70
    %
    
    
    
    
    
    
    11,760Total
    
    $
    124,042
    
    
    
    46
    %
    
    
    70
    %
    
    $
    56,543
    
    
    $
    86,829
  38




---



##### 



(iv) Note D  Prepaid Assets.
  (v) Note E  Property, Plant, and Equipment.
  (vi) Note F  Other Assets.
  (vii) Note G  Trustee Fees of Chapter 7 Estates.
  (viii) Note H  Professional Fees.
   39




---



##### 



(ix) Note I  Winddown & Liquidation Costs.
  Oct-Dec
    
    
    Jan-Mar
    
    
    Apr-JunMonthly
    
    
    2011
    
    
    2012
    
    
    2012
    
    
    
    
    
    
    Low
    
    
    High($ in 000s)
    
    Actual
    
    
    Fcst
    
    
    % of Act
    
    
    Fcst
    
    
    % of Act
    
    
    Fcst
    
    
    % of Act
    
    
    Total
    
    
    Recovery
    
    
    RecoveryEstimated Wind Down ExpensesDistribution Center Wage Expenses
    
    $
    286
    
    
    $
    428
    
    
    
    50
    %
    
    $
    
    
    
    
    0
    %
    
    $
    
    
    
    
    0
    %
    
    $
    428
    
    
    $
    471
    
    
    $
    386Corporate Payroll Wind Down Costs
    
    
    191
    
    
    
    287
    
    
    
    50
    %
    
    
    143
    
    
    
    25
    %
    
    
    72
    
    
    
    13
    %
    
    
    502
    
    
    
    552
    
    
    
    452Distribution & Office Facility Expenses
    
    
    77
    
    
    
    124
    
    
    
    54
    %
    
    
    75
    
    
    
    33
    %
    
    
    75
    
    
    
    33
    %
    
    
    274
    
    
    
    301
    
    
    
    247Estimated Severance
    
    
    
    
    
    
    286
    
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    358
    
    
    
    393
    
    
    
    322Total
    
    
    
    
    
    $
    1,125
    
    
    
    
    
    
    $
    254
    
    
    
    
    
    
    $
    183
    
    
    
    
    
    
    $
    1,562
    
    
    $
    1,718
    
    
    $
    1,406
 (x) Note J  Letter of Credit Facilities.
  (xi) Note K  DIP Facility Claim.
  (xii) Note L  Liabilities Incurred in Chapter 11 at the Operating Entities .
  ($ in 000s)Net Liabilities incurred in Chapter 11 at the operating entitiesGross Liabilities incurred in Chapter 11 at the operating entities
    
    $
    129,915Credit Memo Requests
    
    
    (29,911
    )$
    100,004
 (xiii) Note M  Employee Benefit Obligations.
   40




---



##### 



(xiv) Note N  Priority Tax Claims.
  (xv) Note O  Secured Debt Claims.
  (xvi) Note P  Unsecured Debt Claims.
  (xvii) Note Q  Unsecured Claims.
  ($ in 000s)Estimated Petition Date Unsecured Claims
    
    $
    19,937Estimated Payments under First Day Motions
    
    
    (14,000
    )Net Liabilities incurred in Chapter 11 at the operating entities
    
    
    35,100$
    41,037
 (xviii) Note R  HoldCo Interests.
  XI. Projected Financial Information
 Exhibit B Financial Projections Income
Statement Statement of Cash Flows Balance Sheet Pro Forma
Balance Sheet SOP
90-7 AICPA
  41




---



##### 



42




---



##### 



A.
    
    Notes to the Income Statement and Cash Flow Statement.
 (i) Approach
   (ii) Operational Drivers .
  (iii) Cost of Sales and Selling, General and Administrative Expenses .
   43




---



##### 



SG&A
  (iv) Gain on Retirement of Debt .
  (v) Interest Expense .
   (vi) Income Taxes .
 NOLs CODI
 (vii) Capital Expenditures.
   44




---



##### 



B.
    
    Balance Sheet and Pro Forma Balance Sheet.
      XII. Risk Factors
 Holders of Claims and Interests entitled to vote should read and consider carefully the risk
factors set forth below, as well as the other information set forth in this Disclosure Statement,
the Plan, and the documents delivered together herewith, referred to, or incorporated by reference
herein, prior to voting to accept or reject the Plan. These factors should not be regarded as
constituting the only risks present in connection with the Debtors business or the Plan and its
implementation.
 A.
    
    The conditions precedent to the Confirmation and Consummation of the Plan may not occur.
   45




---



##### 



The Bankruptcy Court May Not Authorize Substantive Consolidation of the Debtors Estates
 Parties in Interest May Object to the Plans Classification of Claims and Interests
 The Debtors May Not Be Able to Satisfy Vote Requirements
 The Debtors May Not Be Able to Secure Confirmation of the Plan
    46




---



##### 



The Debtors May Pursue Nonconsensual Confirmation
 The Debtors May Not Have Sufficient Support from Impaired Classes of Creditors to Confirm or
Consummate the Plan. First Day
Relief provided, however
  The Debtors May Object to the Amount or Classification of a Claim or Interest
 The Effective Date May Not Occur
 Contingencies Could Affect Votes of Impaired Classes to Accept or Reject the Plan
  47




---



##### 



B.
    
    The Debtors cannot state with any degree of certainty the value of any recovery that will be
available to Holders of Allowed Claims and Allowed Interests in voting Classes.
 First Second Third
 C.
    
    The Debtors may not be able to achieve their projected financial results or meet
post-reorganization debt obligations.
 Exhibit B Financial Projections
 D.
    
    A liquid trading market for the New Common Equity is unlikely to develop.
   48




---



##### 



E.
    
    The Debtors May Face Tough and Increased Competition.
  F.
    
    The Economy and Credit Markets May Further Deteriorate.
  G.
    
    The Debtors May be Unable to Obtain a Sufficient Supply of Used Textbooks.
  H.
    
    The Debtors May Not be Able to Successfully Contract-Manage Additional Bookstores.
  I.
    
    The Debtors May Not be Able to Successfully Renew Certain Contracts.
   49




---



##### 



J.
    
    Publishers May Not Continue to Increase Prices of Textbooks.
  K.
    
    Publisher Practices May Change.
  L.
    
    Certain Laws and Regulations May Change.
  M.
    
    Estimated Valuation of the Reorganized Debtors, the New Common Equity, and the estimated
recoveries to Holders of Allowed Claims and Allowed Interests are not intended to represent
the potential market values (if any) of the New Common Equity.
   50




---



##### 



N.
    
    Certain Holders of Claims will acquire the New Common Equity upon Consummation of the Plan.
  O.
    
    Certain tax implications of the Debtors bankruptcy and reorganization may increase the tax
liability of the Reorganized Debtors.
  P.
    
    The Debtors business is subject to seasonality.
  Q.
    
    The Debtors are subject to litigation, which, if adversely determined, could result in
substantial losses.
   R.
    
    The Debtors are subject to the credit risk of their customers.
   51




---



##### 



S.
    
    Increased prices for raw materials or finished goods used in the Debtors products and/or
interruptions in deliveries of raw materials or finished goods could adversely affect the
Debtors profitability, margins, and revenues.
  T.
    
    Increases in labor costs, potential labor disputes, and work stoppages at the Debtors
facilities or the facilities of their suppliers could materially adversely affect the Debtors
financial performance.
  U.
    
    The Debtors business will suffer if certain of their key officers or employees discontinue
their employment.
  V.
    
    The Debtors historical financial information may not be comparable to the financial
information of the Reorganized Debtors.
   52




---



##### 



W.
    
    The financial information is based on the Debtors books and records and, unless otherwise
stated, no audit was performed.
  X.
    
    No legal or tax advice is provided by this Disclosure Statement.
  Y.
    
    No admissions made.
  Z.
    
    Failure to identify litigation claims or projected objections.
  AA.
    
    Information was provided by the Debtors and was relied upon by the Debtors advisors.
  BB.
    
    No representations outside this Disclosure Statement are authorized.
   53




---



##### 



XIII. Confirmation of the Plan
 A.
    
    The Confirmation Hearing.
  B.
    
    Requirements For Confirmation of the Plan.
  (i) Requirements of Section 1129(a) of the Bankruptcy Code
  
    
    The plan complies with the applicable provisions of the Bankruptcy Code.
 
    
    The proponents of the plan comply with the applicable provisions of the
Bankruptcy Code.
 
    
    The plan has been proposed in good faith and not by any means forbidden by law.
 
    
    Any payment made or to be made by the proponent, by the debtor, or by a person
issuing securities or acquiring property under a plan, for services or for costs
and expenses in or in connection with the case, in connection with the plan and
incident to the case, has been approved by, or is subject to the approval of, the
Bankruptcy Court as reasonable.
 
    
    The proponent of the plan has disclosed the identity and affiliations of any
individual proposed to serve, after confirmation of the plan, as a director,
officer, or voting trustee of the debtor, an affiliate of the debtor participating
in a joint plan with the debtor or a successor to the debtor under the plan, and
the appointment to, or continuance in, such office of such individual is consistent
with the interests of creditors and equity security holders and with public
policies.
 
    
    The proponent of the plan has disclosed the identity of any insider (as
defined in section 101 of the Bankruptcy Code) that will be employed or retained by
the Reorganized Debtors and the nature of any compensation for such insider.
 
    
    With respect to each holder within an impaired class of claims or interests 
  54




---



##### 




    
    each such holder (a) has accepted the plan or (b) will receive or
retain under the plan on account of such claim or interest property of
a value, as of the effective date of the plan, that is not less than
the amount that such holder would so receive or retain if the debtor
were liquidated under chapter 7 of the Bankruptcy Code on such date 
the best interests of creditors test; or
 
    
    if section 1111(b)(2) of the Bankruptcy Code applies to the claims
of such class due to its election to retain a lien, each holder of a
claim of such class will receive or retain under the plan on account of
such claim property of a value, as of the effective date of the plan,
that is not less than the value of such holders interest in the
estates interest in the property that secures such claims.
 
    
    With respect to each class of claims or interests, such class (a) has accepted
the plan or (b) is not impaired under the plan (subject to the cramdown
provisions discussed below).
 
    
    Except to the extent that the holder of a particular claim has agreed to a
different treatment of such claim, the plan provides that:
 
    
    with respect to a claim of a kind specified in sections 507(a)(2) or
507(a)(3) of the Bankruptcy Code, on the effective date of the plan,
the holder of the claim will receive on account of such claim cash
equal to the allowed amount of such claim, unless otherwise agreed;
 
    
    with respect to a class of claim of the kind specified in sections
507(a)(1), 507(a)(4), 507(a)(5), 507(a)(6), or 507(a)(7) of the
Bankruptcy Code, each holder of a claim of such class will receive (a)
if such class has accepted the plan, deferred cash payments of a value,
on the effective date of the plan, equal to the allowed amount of such
claim; or (b) if such class has not accepted the plan, cash on the
effective date of the plan equal to the allowed amount of such claim;
and
 
    
    with respect to a priority tax claim of a kind specified in section
507(a)(8) of the Bankruptcy Code, the holder of such claim will receive
on account of such claim deferred cash payments, over a period not
exceeding five years from the Petition Date, of a value, as of the
effective date of the plan, equal to the allowed amount of such claim.
 
    
    If a class of claims is impaired under the plan, at least one class of claims
that is impaired under the plan has accepted the plan, determined without including
any acceptance of the plan by any insider, as defined in section 101 of the
Bankruptcy Code.
 
    
    Confirmation of the plan is not likely to be followed by the liquidation, or the
need for further financial reorganization, of the debtor or any successor to the
debtor under the plan, unless such liquidation or reorganization is proposed in the
plan.
 
    
    All fees payable under 28 U.S.C. § 1930, as determined by the Bankruptcy Court
at the hearing on confirmation of the plan, have been paid or the plan provides for
the payment of all such fees on the effective date of the plan the feasibility
requirement.
  55




---



##### 




    
    The plan provides for the continuation after its effective date of payment of
all retiree benefits, as that term is defined in section 1114 of the Bankruptcy
Code, at the level established pursuant to subsection (e)(i)(B) or (g) of section
1114 of the Bankruptcy Code, at any time prior to confirmation of the plan, for the
duration of the period the debtor has obligated itself to provide such benefits.
   (ii) Requirements of Section 1129(b) of the Bankruptcy Code .
  (1) Fair and Equitable.
  Secured Creditors.
   56




---



##### 



Unsecured Creditors.
  Holders of Interests.
   (2) Unfair Discrimination.
    XIV. Effect of Confirmation of the Plan
 A.
    
    Preservation of Causes of Actions.
   57




---



##### 



No Entity may rely on the absence of a specific reference in the Plan,
the Plan Supplement, or the Disclosure Statement to any Cause of Action against it as any
indication that the Debtors or the Reorganized Debtors, as applicable, will not pursue any and all
available Causes of Action against it. The Debtors or the Reorganized Debtors, as applicable,
expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except
as otherwise expressly provided in the Plan.
  B.
    
    Retention of Jurisdiction by the Bankruptcy Court.
      58




---



##### 



C.
    
    Settlement, Release, Injunction, and Related Provisions.
 (i) Discharge of Claims and Termination of Interests.
   59




---



##### 



(ii) Release of Liens.
 Except as otherwise provided in the Plan or in any contract, instrument, release, or other
agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the
applicable distributions made pursuant to the Plan and, in the case of a Secured Claim,
satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date,
except for Other Secured Claims that the Debtors elect to reinstate in accordance with Article III
of the Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any
property of the Estates shall be fully released and discharged, and all of the right, title, and
interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security
interests shall revert to the Reorganized Debtors and their successors and assigns.
 (iii) Releases by the Debtors.
 Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise specifically
provided in the Plan, for good and valuable consideration, on and after the Effective Date, the
Released Parties are deemed released and discharged by the Debtors from any and all claims,
obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever,
including any derivative claims asserted on behalf of the Debtors, whether known or unknown,
foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the
Debtors would have been legally entitled to assert in their own right (whether individually or
collectively) or on behalf of the Holder of any Claim or Interest or other Entity, based on or
relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases,
the purchase, sale, or rescission of the purchase or sale of any security of the Debtors, the
subject matter of, or the transactions or events giving rise to, any Claim or Interest that is
treated in the Plan, the business or contractual arrangements between any Debtor and any Released
Party, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the
negotiation, formulation, or preparation of the Restructuring Documents and related disclosures, or
related agreements, instruments, or other documents, upon any other act or omission, transaction,
agreement, event, or other occurrence taking place on or before the Effective Date, other than
Claims or liabilities arising out of or relating to any act or omission of a Released Party that
constitutes willful misconduct (including actual fraud) or gross negligence.
 (iv) Releases by Holders of Claims and Interests.
 As of the Effective Date, except as otherwise specifically provided in the Plan and to the
fullest extent permitted by law, for good and valuable consideration, Holders of Claims and
Interests shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and
forever released and discharged the Debtors and the Released Parties from any and all claims,
interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities
whatsoever, including any derivative claims asserted on behalf of the Debtors, whether known or
unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity, or otherwise, that
such Entity would have been legally entitled to assert (whether individually or collectively),
based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the
Debtors restructuring, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or
sale of any security of the Debtors, the subject matter of, or the transactions or events giving
rise to, any Claim or Interest that is treated in the Plan, the business or contractual
arrangements between any Debtors and any Released Party, the restructuring of Claims and Interests
prior to or in the Chapter 11 Cases, the
negotiation, formulation, or preparation of the Restructuring Documents and related
disclosures, or related agreements, instruments, or other documents, upon any other act or
omission, transaction, agreement, event, or other occurrence taking place on or before the
Effective Date, other than Claims or liabilities arising out of or relating to any act or omission
of the Debtors or Released Party that constitutes willful misconduct (including actual fraud) or
gross negligence.
  60




---



##### 



(v) Exculpation.
 Except as otherwise specifically provided in the Plan, no Released Party shall have or incur,
and each Released Party is hereby released and exculpated from any claim, obligation, Cause of
Action, or liability for any Exculpated Claim, except for gross negligence or willful misconduct
(including actual fraud), but in all respects such Entities shall be entitled to reasonably rely
upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan.
The Released Parties have, and upon completion of the Plan shall be deemed to have, participated in
good faith and in compliance with the applicable laws with regard to the solicitation and
distribution of the New ABL Facility, the New Senior Secured Notes, the New Senior Unsecured Notes,
the New Warrants, and the New Common Equity pursuant to the Plan and, therefore, are not, and on
account of such distributions shall not be, liable at any time for the violation of any applicable
law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or
such distributions made pursuant to the Plan.
 (vi) Injunction.
 Except as otherwise expressly provided in the Plan or for obligations issued pursuant to the
Plan (including any obligations under the New ABL Facility, the New Senior Secured Notes, the New
Senior Unsecured Notes, the New Warrants, and documents and instruments related thereto), all
Entities who have held, hold, or may hold Claims or Interests that have been released pursuant to
Article VIII.C or Article VIII.D of the Plan, discharged pursuant to Article VIII.A of the Plan, or
are subject to exculpation pursuant to Article VIII.E of the Plan are permanently enjoined, from
and after the Effective Date, from taking any of the following actions against, as applicable, the
Debtors or the Released Parties: (1) commencing or continuing in any manner any action or other
proceeding of any kind on account of or in connection with or with respect to any such Claims or
Interests; (2) enforcing, attaching, collecting, or recovering by any manner or means any judgment,
award, decree, or order against such Entities on account of or in connection with or with respect
to any such Claims or Interests; (3) creating, perfecting, or enforcing any encumbrance of any kind
against such Entities or the property or the estates of such Entities on account of or in
connection with or with respect to any such Claims or Interests; (4) asserting any right of setoff,
subrogation, or recoupment of any kind against any obligation due from such Entities or against the
property of such Entities on account of or in connection with or with respect to any such Claims or
Interests unless such Holder has Filed a motion requesting the right to perform such setoff on or
before the Effective Date, and notwithstanding an indication of a Claim or Interest or otherwise
that such Holder asserts, has, or intends to preserve any right of setoff pursuant to applicable
law or otherwise; and (5) commencing or continuing in any manner any action or other proceeding of
any kind on account of or in connection with or with respect to any such Claims or Interests
released or settled pursuant to the Plan.
 XV. Important Securities Laws Disclosure
   61




---



##### 




    
    purchases a claim against, an interest in, or a claim for an administrative
expense against the debtor, if that purchase is with a view to distributing any
security received in exchange for such a claim or interest;
 
    
    offers to sell securities offered under a plan of reorganization for the holders
of those securities;
 
    
    offers to buy those securities from the holders of the securities, if the offer
to buy is (a) with a view to distributing those securities, and (b) under an
agreement made in connection with the plan of reorganization, the completion of the
plan of reorganization, or with the offer or sale of securities under the plan of
reorganization; or
 
    
    is an issuer with respect to the securities, as the term issuer is defined in
Section 2(a)(11) of the Securities Act.
  You should confer with your own legal advisors to help determine whether or not you are an
underwriter.
  XVI. Nominee Voting Instructions
   62




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##### 



Nominee Beneficial Owner
   
    
    The Nominee shall forward the solicitation package or copies thereof (including
(a) this Disclosure Statement (together with the Plan attached thereto as
Exhibit A, and all other exhibits), (b) an individual Ballot that has been
pre-validated, as indicated in the paragraph immediately below, and (c) a return
envelope provided by and addressed to the Claims and Balloting Agent) to the
Beneficial Owner within five business days of the receipt by such nominee of the
solicitation package;
 
    
    To pre-validate a Ballot, the Nominee shall complete and execute the Ballot
and indicate on the Ballot the name of the registered Holder, the amount of
securities held by the Nominee for the Beneficial Owner, and the account number(s)
for the account(s) in which such securities are held by the Nominee; and
 
    
    The Beneficial Owner shall return the pre-validated Ballot to the Claims and
Balloting Agent by the voting deadline.
    63




---



##### 




    
    it has received a copy of this Disclosure Statement and other solicitation
materials attached to this Disclosure Statement, and it has delivered the same to
the Beneficial Owners;
 
    
    it has received a completed and signed Ballot from each Beneficial Owner whose
vote is reflected on such Master Ballot;
 
    
    it is a bank, broker, or other nominee (or agent thereof) that holds the
securities being voted on behalf of the Beneficial Owners identified on such Master
Ballot;
 
    
    it has properly disclosed (a) the number of such Beneficial Owners, (b) the
amount of securities held by each such Beneficial Owner, (c) each Beneficial
Owners respective vote, if any, concerning the Plan, and (d) the customer account,
serial number, and/or other identification number for each such Beneficial Owner;
 
    
    each such Beneficial Owner has certified to the nominee that such Beneficial
Owner has not submitted any other Ballots for such Claims held in other accounts or
other names, or, if it has submitted another ballot held in other accounts or
names, that the Beneficial Owner has certified to the Nominee that such Beneficial
Owner has cast the same vote for such Claims, and the undersigned has identified
such other accounts or owner and such other Ballots;
 
    
    it has been authorized by each such Beneficial Owner to vote on the Plan; and
 
    
    it will maintain the original Beneficial Owner Ballot returned by each
Beneficial Owner (whether properly completed or defective) for one year after the
Voting Deadline (or such other date as is set by subsequent Bankruptcy Court order)
for disclosure to the Bankruptcy Court or the Debtors, if so ordered.
  XVII. Certain U.S. Federal Income Tax Consequences of the Plan
 Internal Revenue Code Treasury
Regulations IRS
  64




---



##### 



IRS CIRCULAR 230 DISCLOSURE
 A.
    
    Certain United States Federal Income Tax Consequences to the Debtors.
 (i) Cancellation of Debt and Reduction of Tax Attribute.
 CODI
  65




---



##### 



NOLs
    (ii) Limitation of NOL Carryforwards and Other Tax Attributes.
 Pre-Change Losses
  66




---



##### 



Section 382 Limitation
  B.
    
    Certain United States Federal Income Tax Consequences to the Holders of Allowed Claims.
 (i) Consequences to Holders of Class 5 Claims.
     67




---



##### 



i.e. i.e. provided
 not
 (ii) Consequences to Holders of Class 6 Claims.
   (iii) Consequences to Holders of Class 10 Interests.
   68




---



##### 



(iv) Accrued Interest.
   HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE ALLOCATION OF CONSIDERATION
RECEIVED IN SATISFACTION OF THEIR CLAIMS AND THE UNITED STATES FEDERAL INCOME TAX TREATMENT OF
ACCRUED BUT UNPAID INTEREST.
 (v) Market Discount.
  de minimis
  69




---



##### 



(vi) Issue Price.
   (vii) Consequences to Holders of New Common Equity.
 (a) Dividends on New Common Equity.
    70




---



##### 



(b) Sale, Redemption or Repurchase of New Common Equity.
  (c) Medicare Tax.
  (viii) Consequences to Holders of the New Senior Unsecured Notes.
 (a) Stated Interest and Original Issue Discount.
 PIK Toggle Option
 de minimis
   71




---



##### 



(b) Sale, Exchange, or Other Disposition of the New Senior Unsecured Notes.
  (c) Medicare Tax.
  (ix) Information Reporting and Backup Withholding.
 provided, however
   72




---



##### 



THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX. THE FOREGOING
SUMMARY DOES NOT DISCUSS ALL
ASPECTS OF UNITED STATES FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER
OF A CLAIM OR INTEREST IN LIGHT OF SUCH HOLDERS CIRCUMSTANCES AND INCOME TAX SITUATION. ALL
HOLDERS OF EQUITY INTERESTS IN OR CLAIMS AGAINST THE DEBTORS SHOULD CONSULT WITH THEIR TAX ADVISORS
AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE TRANSACTION CONTEMPLATED BY THE RESTRUCTURING,
INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, ESTATE, GIFT, FOREIGN OR OTHER TAX
LAWS, AND OF ANY CHANGE IN APPLICABLE TAX LAWS.
 XVIII. Recommendation of the Debtors
   73




---



##### 



Respectfully submitted,NEBRASKA BOOK COMPANY, INC.
(for itself and on behalf of each of its
affiliated debtors)By:Name: Alan G. SiemekTitle:   Chief Financial Officer
  KIRKLAND & ELLIS LLP601 Lexington AvenueNew York, New York 10022-4611(212) 446-4800 (telephone)- and -PACHULSKI STANG ZIEHL & JONES LLP919 North Market Street, 17th FloorWilmington, Delaware 19899-8705(302) 652-4100 (telephone)Proposed Counsel to the Debtors and Debtors in Possession




---



##### 



EXHIBIT A
 PLAN OF REORGANIZATION




---



##### 



EXHIBIT B
 REORGANIZED DEBTORS FINANCIAL PROJECTIONS
 NBC Acquisition Corp
Unaudited Financial Statement
 For the Year Ending March 31,2012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    2016INCOME STATEMENTRevenue
    
    $
    591.8
    
    
    $
    625.2
    
    
    $
    673.6
    
    
    $
    729.9
    
    
    $
    790.2Cost of sales
    
    
    355.2
    
    
    
    370.0
    
    
    
    394.4
    
    
    
    424.0
    
    
    
    459.3Gross Profit
    
    $
    236.5
    
    
    $
    255.2
    
    
    $
    279.2
    
    
    $
    305.9
    
    
    $
    330.9Operating expenses:SG&A
    
    $
    199.9
    
    
    $
    181.6
    
    
    $
    195.6
    
    
    $
    211.0
    
    
    $
    226.6Depr & amort
    
    
    17.4
    
    
    
    18.2
    
    
    
    19.1
    
    
    
    20.1
    
    
    
    21.1Other income
    
    
    (.9
    )
    
    
    (1.0
    )
    
    
    (1.3
    )
    
    
    (2.0
    )
    
    
    (2.9
    )$
    216.4
    
    
    $
    198.8
    
    
    $
    213.4
    
    
    $
    229.1
    
    
    $
    244.8Income from operations
    
    
    20.2
    
    
    
    56.4
    
    
    
    65.8
    
    
    
    76.8
    
    
    
    86.2Other expense (inc)Interest expense, net
    
    
    51.7
    
    
    
    50.5
    
    
    
    53.2
    
    
    
    56.2
    
    
    
    59.7Gain on
extinguishment of
debt
    
    
    (128.7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (77.0
    )
    
    $
    50.5
    
    
    $
    53.2
    
    
    $
    56.2
    
    
    $
    59.7Income before taxes
    
    
    97.2
    
    
    
    5.9
    
    
    
    12.7
    
    
    
    20.6
    
    
    
    26.4Income taxes
    
    
    38.9
    
    
    
    2.4
    
    
    
    5.1
    
    
    
    8.2
    
    
    
    10.6Net income
    
    $
    58.3
    
    
    $
    3.5
    
    
    $
    7.6
    
    
    $
    12.4
    
    
    $
    15.9




---



##### 



NBC Acquisition Corp
Unaudited Financial Statement
 For the Year Ending March 31,2012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    2016CASH FLOWSNet income
    
    $
    58.3
    
    
    $
    3.5
    
    
    $
    7.6
    
    
    $
    12.4
    
    
    $
    15.9AdjustmentsDepr & amort
    
    
    17.4
    
    
    
    18.2
    
    
    
    19.1
    
    
    
    20.1
    
    
    
    21.1Gain on extinguishment of debt
    
    
    (128.7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non-cash interest and amort of debt issue costs
    
    
    25.3
    
    
    
    19.7
    
    
    
    22.4
    
    
    
    25.5
    
    
    
    29.0Changes in operating assets and liabilities, net
of effect of acquisitions,A/R and inventory
    
    
    (4.5
    )
    
    
    (10.1
    )
    
    
    (10.9
    )
    
    
    (11.3
    )
    
    
    (12.1
    )Other current assets
    
    
    (3.0
    )
    
    
    (3.0
    )
    
    
    (3.0
    )
    
    
    (3.0
    )
    
    
    (3.0
    )Current Liabilities
    
    
    (.8
    )
    
    
    1.8
    
    
    
    2.6
    
    
    
    3.2
    
    
    
    3.6Change in taxes
    
    
    45.5
    
    
    
    (2.5
    )
    
    
    (3.6
    )
    
    
    (4.4
    )
    
    
    (4.7
    )Net cash flows from operating activities
    
    
    9.5
    
    
    
    27.6
    
    
    
    34.2
    
    
    
    42.4
    
    
    
    49.7CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (7.2
    )
    
    
    (9.0
    )
    
    
    (10.0
    )
    
    
    (10.0
    )
    
    
    (10.0
    )Acquisitions
    
    
    (1.0
    )
    
    
    (3.3
    )
    
    
    (6.1
    )
    
    
    (8.0
    )
    
    
    (8.8
    )Net cash flows from investing activities
    
    
    (8.2
    )
    
    
    (12.3
    )
    
    
    (16.1
    )
    
    
    (18.0
    )
    
    
    (18.8
    )CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from issuance of long-term debt
    
    
    250.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Payment of financing costs
    
    
    (10.0
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Payment of long-term debt
    
    
    (230.6
    )
    
    
    (.1
    )
    
    
    
    
    
    
    
    
    
    
    Payment of capital leases
    
    
    (.2
    )
    
    
    (.7
    )
    
    
    (.5
    )
    
    
    (.4
    )
    
    
    (.0
    )Borrowing under DIP credit facility
    
    
    125.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Payments under DIP credit facility
    
    
    (125.0
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net cash flows from financing activities
    
    
    9.1
    
    
    
    (.8
    )
    
    
    (.5
    )
    
    
    (.4
    )
    
    
    (.0
    )Net increase (decrease) in cash and cash equivalents
    
    
    10.4
    
    
    
    14.5
    
    
    
    17.7
    
    
    
    24.1
    
    
    
    30.8Beginning Cash
    
    $
    47.7
    
    
    $
    58.1
    
    
    $
    72.6
    
    
    $
    90.3
    
    
    $
    114.3Ending Cash
    
    $
    58.1
    
    
    $
    72.6
    
    
    $
    90.3
    
    
    $
    114.3
    
    
    $
    145.258.1
    
    
    
    72.6
    
    
    
    90.3
    
    
    
    114.3
    
    
    
    145.2




---



##### 



NBC Acquisition Corp
Unaudited Financial Statement
 March 31,2012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    2016BALANCE SHEETCash
    
    $
    58.1
    
    
    $
    72.6
    
    
    $
    90.3
    
    
    $
    114.3
    
    
    $
    145.2A/R and Inventory
    
    
    149.6
    
    
    
    163.0
    
    
    
    179.9
    
    
    
    199.2
    
    
    
    220.1Other Current Assets
    
    
    22.8
    
    
    
    25.8
    
    
    
    28.8
    
    
    
    31.8
    
    
    
    34.8Total Current Assets
    
    
    230.5
    
    
    
    261.4
    
    
    
    299.0
    
    
    
    345.3
    
    
    
    400.1PP&E, net
    
    
    38.9
    
    
    
    36.3
    
    
    
    34.2
    
    
    
    31.5
    
    
    
    27.8Goodwill & Other
Intangibles
    
    
    235.1
    
    
    
    229.9
    
    
    
    225.3
    
    
    
    221.1
    
    
    
    217.1Debt Issue and Other
    
    
    9.0
    
    
    
    7.0
    
    
    
    5.0
    
    
    
    3.0
    
    
    
    1.0Total Assets
    
    $
    513.5
    
    
    $
    534.6
    
    
    $
    563.5
    
    
    $
    600.9
    
    
    $
    646.0Current Maturities of Debt
    
    
    .0
    
    
    
    .0
    
    
    
    .0
    
    
    
    .0
    
    
    
    .0Current Liabilities
    
    $
    49.1
    
    
    $
    50.9
    
    
    $
    53.5
    
    
    $
    56.7
    
    
    $
    60.3Total Current Liabilities
    
    
    49.1
    
    
    
    50.9
    
    
    
    53.5
    
    
    
    56.7
    
    
    
    60.3LT Debt
    
    
    368.3
    
    
    
    386.0
    
    
    
    406.4
    
    
    
    429.8
    
    
    
    456.8Deferred income taxes
    
    
    87.6
    
    
    
    86.4
    
    
    
    85.2
    
    
    
    83.9
    
    
    
    82.7Capital Leases
    
    
    1.6
    
    
    
    .9
    
    
    
    .4
    
    
    
    .0
    
    
    
    .0Other
    
    
    1.6
    
    
    
    1.6
    
    
    
    1.6
    
    
    
    1.6
    
    
    
    1.6Preferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stockholders Equity
(Deficit)
    
    
    5.3
    
    
    
    8.9
    
    
    
    16.5
    
    
    
    28.8
    
    
    
    44.7Total Liabilities and
Equity
    
    $
    513.5
    
    
    $
    534.6
    
    
    $
    563.5
    
    
    $
    600.9
    
    
    $
    646.0




---



##### 



NBC Acquisition Corp
Unaudited Financial Statement
 Projected
    
    
    Recapitalization
    
    
    Pro Forma9/30/2011
    
    
    Adjustments
    
    
    9/30/2011BALANCE SHEETCash
    
    $
    195.0
    
    
    $
    (130.0
    )
    
    $
    65.0A/R and Inventory
    
    
    223.9
    
    
    
    
    
    
    
    223.9Other Current Assets
    
    
    25.2
    
    
    
    
    
    
    
    25.2Total Current Assets
    
    
    444.1
    
    
    $
    (130.0
    )
    
    
    314.1PP&E, net
    
    
    37.2
    
    
    
    
    
    
    
    37.2Goodwill & Other Intangibles
    
    
    237.3
    
    
    
    
    
    
    
    237.3Debt Issue and Other
    
    
    9.6
    
    
    
    .4
    
    
    
    10.0Total Assets
    
    $
    728.2
    
    
    $
    (129.6
    )
    
    $
    598.6Current Maturities of Debt
    
    $
    576.9
    
    
    $
    (576.9
    )
    
    
    Current Liabilities
    
    
    156.7
    
    
    $
    (11.8
    )
    
    
    144.9Total Current Liabilities
    
    
    733.6
    
    
    $
    (588.7
    )
    
    
    144.9LT Debt
    
    
    .1
    
    
    
    360.0
    
    
    
    360.1Deferred income taxes
    
    
    39.7
    
    
    
    51.5
    
    
    
    91.2Capital Leases
    
    
    1.7
    
    
    
    
    
    
    
    1.7Other
    
    
    1.6
    
    
    
    
    
    
    
    1.6Preferred
    
    
    14.6
    
    
    $
    (14.6
    )
    
    
    Stockholders Equity
(Deficit)
    
    $
    (63.2
    )
    
    
    62.2
    
    
    $
    (.9
    )Total Liabilities and
Equity
    
    $
    728.2
    
    
    $
    (129.6
    )
    
    $
    598.6